Outside Looking In
by Storm Princess
Summary: Peter thinks about his life as SpiderMan.


A/N: Peter thinks about his life as Spider-Man. Set in the third movie after the jazz club scene but before he goes to her apartment. Songfic.

Disclaimer: I don't own Peter Parker, Mary Jane, or "Outside Looking In" by Jordan Pruitt. I don't even think I want to own it…

**Outside Looking In**

Peter Parker had finally rid himself of the black suit. He now had so many problems he had to resolve. The black suit had caused him to be stronger, but had made him hurt the ones he loved the most. No one knew. Most people thought the black suit was cool, just an item of clothing.

_You don't know my name_

He looked outside his apartment window and watched the people go by. They would never know him. To them he was just Spider-Man.

_You don't know anything about me_

It wasn't even as they appreciated what he did for them. He remembered the time he had nearly cooked himself saving a baby trapped inside a burning building. The mother had seemed very grateful, but as soon as he handed the baby over, the cops came to _arrest_ him. Arrest him. Yeah, go figure.

_I've tried to play nice; I want to be in your game_

No one seemed to care about Peter Parker's existence either. He was just invisible to the world. He had always had to push Mary Jane away because of his double life. Finally she told him she accepted him and would always be there for him. Now, because of that damn black suit, he had pushed her farther away then ever before.

_The things that you say, you may think I never hear about them_

**Flashback**

"I'm in love with someone else."

"You are?"

"At least, I think I am. He saved my life twice and I've never even seen his face.

_But word travels fast, I'm telling you to your face_

"Has Spider-Man mentioned me?"

"Yeah."

"What'd he say?"

"Umm, he asked me what I thought about you."

"And what did you say?"

"I said, Spider-Man the great thing about MJ is when you look in her eyes… and she's looking back in yours everything feels not quite normal because you feel stronger and weaker at the same time. You feel excited and at the same time terrified. The truth is you don't know what you feel; except you know what kind of man you want to be. It's as if you have reached the unreachable, and you weren't ready for it."

**End Flashback**

_I'm standing here behind you back_

He should have had her then. But the way his life went he could never have a happy ending, could he. "Am I not supposed to have what I want, what I need? What am I supposed to do?" he had asked himself. Was that the way it was supposed to go? Was he going to be doomed to always wanting the thing, the person he could never have?

_You don't know how it feels to be outside the crowd, _

_You don't know what it's like to be left out_

He remembered the time he went to the planetarium to take pictures of the celebration for John Jameson and he came down the stairs, totally happy, on top of the world so to speak, and Mary Jane was with him… no matter how long he lived he could never shake that image. She had looked right through him, as if he wasn't even there. Maybe he wasn't there. Maybe he was never really there.

_And you don't know how it feels to be your own best friend, on the outside looking in_

"Peter." Peter heard a voice that seemed to be coming from right behind his ear. He recognized it immediately.

"Uncle Ben?"

_If you could read my mind, you might see more of me than meets the eye_

"Peter," he repeated. "You have forgotten me."

"No! How could I?"

"You have forgotten who you are and so forgotten me." Ben explained. "Look inside yourself. You are more then what you have become. You must go back and make things right. Especially with Mary Jane."

"How can I go back? I'm not who I used to be."

And suddenly, Uncle Ben was there as big as life, next to him. "Remember who you are. You are my nephew. You are Spider-Man. And if you want to be, you can be Mary Jane's man. Remember Peter, with great power comes great responsibility. Remember that Peter, Remember that…" And Ben was gone.

_And you've been all wrong, I'm not who you think I am_

_You've never given me a chance_

Peter thought about what Ben had 'said'. He nodded, his decision made. He put on a sweater and exited the apartment and headed toward Mary Jane's house. He had to make things right.

_You don't know how it feels to be outside the crowd_

_You don't know what it's like to be left out, _

_And you don't know how it feels to be you own best friend _

_On the outside looking in _

Questions plagued Peter's mind as he walked. What if she doesn't listen? What if she throws me out? What if I don't even get in? But I have to do this… have to be strong… have to make things right.

_I'm tired of staying at home, I'm bored and all alone, I'm sick of wasting all my time_

He finally arrived at her apartment. He could see her through the window, apparently getting ready for work, and Peter thought, not for the first time; what will I say? There's so much to say and no words to say it. I mean really, what would I say? _Oh, sorry MJ I wasn't myself, I was infested with an evil alien symbiote._ Yeah, that'd fly.

_You don't know how it feels to be outside the crowd_

_You don't know what it's like to be left out _

Peter sighed and walked was no way he could do this. He would never have her for his own.

_And you don't know how it feels to be your own best friend_

_On the outside looking in_


End file.
